Crescent Energy Company SEC Filings

Crescent Energy Company filed Amendment No. 1 to its Form S-4 for a stock-for-stock acquisition of Vital Energy. Each share of Vital common stock will be converted into the right to receive 1.9062 shares of Crescent Class A common stock, with cash paid in lieu of fractional shares. The market value of the consideration will vary with Crescent’s share price: it equaled approximately $18.95 per Vital share on August 22, 2025 and approximately $15.23 on October 21, 2025.

Special meetings are set for December 12, 2025 to seek Crescent stockholder approval of the share issuance and Vital stockholder adoption of the merger agreement. Immediately following closing, Crescent’s existing stockholders are expected to hold approximately 77% of Crescent Class A common stock and Vital’s stockholders approximately 23%. Support agreements cover about 29% of Crescent Class A shares and an investor group holding about 20% of Vital shares is required to vote with the Vital Board recommendation, subject to limited exceptions. If completed, Vital will cease trading and Crescent Class A will continue on the NYSE under “CRGY.”

Crescent and Vital have agreed to a two-step merger under a Merger Agreement approved by both boards on August 24, 2025. Under the deal, each Vital share will convert into 1.9062 shares of Crescent Class A Common Stock. Immediately after closing, Crescent holders are expected to own approximately 77% of Crescent Class A Common Stock and Vital holders 23%. The Crescent board and Crescent Special Committee and the Vital board unanimously recommend stockholder approval; key advisors (Jefferies, Intrepid and Houlihan Lokey) provided fairness opinions to their respective clients.

The agreement includes a $76.9 million Crescent termination fee, voting and support agreements covering ~29% of Crescent stock and Henry Investors agreeing to vote ~20% of Vital shares in line with Vital’s board. The Merger is intended to be tax-free if it qualifies as a Section 368 reorganization, but Crescent and Vital have not sought an IRS ruling and the IRS could challenge that treatment.

Amendment No. 4 to Schedule 13D reports that a group of Liberty-related reporting persons collectively beneficially own 36,894,411 shares of Crescent Energy Company Class A common stock, representing 14.5% of the outstanding Class A shares based on 254,615,178 shares outstanding. The amendment adds a Voting and Support Agreement dated August 24, 2025, between PT Independence Energy Holdings LLC, Crescent Energy Company and Vital Energy, Inc. Under that agreement the PT Reporting Person agreed to refrain from transfers of its shares subject to exceptions and to vote its shares in favor of issuance of Parent Class A common stock and to oppose competing proposals or actions that could impede the mergers contemplated by the Merger Agreement. A copy of the Voting and Support Agreement is filed as Exhibit 99.1.

The filing amends a Schedule 13D for Crescent Energy Co. and discloses that KKR-affiliated reporting persons and Independence Energy Aggregator L.P. hold material stakes in Crescent's Class A common stock: IE Aggregator holds 26,185,773 shares (approximately 10.3%) and the KKR group is attributable to 26,758,127 shares (approximately 10.5%) based on 254,615,178 outstanding shares as of July 31, 2025. On August 24, 2025 the issuer entered a Merger Agreement to acquire Vital Energy, Inc. in an all-equity transaction and IE Aggregator executed a Voting and Support Agreement to vote its shares in favor of the transaction and against competing proposals. The filing also amends a Management Agreement to cap the portion of the Management Fee attributable to merger equity at $9,000,000, effective on closing.

Crescent Energy Company and Vital Energy, Inc. executed an Agreement and Plan of Merger and related voting/support agreements dated August 24, 2025, documenting the planned mergers and related governance arrangements. The filing states the S-4 registration statement has been declared effective by the SEC and that the shares of Parent common stock to be issued in connection with the mergers have been authorized for listing on the New York Stock Exchange, subject to official notice of issuance. Closing conditions include accuracy of representations and warranties, absence of a material adverse effect, performance of material obligations, and receipt of compliance certificates. The Merger Agreement contains non-solicitation provisions and provides reciprocal termination fees: a Company Termination Fee of $22,500,000 and a Parent Termination Fee of $76,900,000. The filing references related agreements including voting and support agreements, a third amendment to a management agreement, and cross-references Crescent and Vital SEC filings and disclosure locations.

Crescent Energy Company (CRGY) filed an 8-K referencing a proposed transaction with Vital Energy and providing related documents. The filing points investors to a press release and investor presentation dated August 25, 2025, and to registration and joint proxy materials once filed with the SEC. It states where copies of Vital's SEC filings can be obtained and notes that Crescent's insiders' holdings are reflected in Forms 3, 4 or 5 as applicable. The company reiterates standard forward-looking statement disclaimers, saying it gives no assurance that expectations or future results will be achieved and that statements speak only as of their date.